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\^From  Ilassler's  Financial  Report^  No.  216,  Feb.  22,  1875.  ] 

r.  C.  k  I.  C.  — lu  continuation  of  our  remarks  in  our  last 
issue  in  regard  to  the  provision  for  a  sinking  fund  for  the  ulti¬ 
mate  payment  of  the  Bonds  of  this  company,  and  the  stipula¬ 
tions  of  the  lease  in  relation  thereto,  we  would  now  say : 

The  lease  of  the  C.  C.  &  L  C.  by  the  P.  C.  k  St.  L.,  of 
which  lease  the  Pennsylvania  Railroad  Company  is  ‘‘the 
guarantor,”  was  made  for  the  “full  end  and  term  of  ninetn- 
nine  (99)  jmars  from  and  after  the  first  day  of  February,  Anno 
Domini  one  thousand  eight  hundred  and  sixty-nine”  (page  5), 
and,  after  providing  for  the  “payment  of  the  interest  that 
may  accrue  after”  that  date,  “being  at  the  rate  of  seven  per 
cent.  (7  per  cent.)  on  all  the  mortgage  Bonds  of  the  party  of 
the  first  part,  to  the  extent  of  twenty  millions  of  dollars 
1)^20,000,000),  in  accordance  with  their  respective  equities  and 
priorities”  (page  7),  which  is  to  be  paid  even  if  the  30  per 
cent,  of  gross  receipts  is  not  equal  to  the  sum  required  for  that 
purpose,  further  distinctly  provides  that  “the  party  of  the 
second  part  cov^enant  and  agree  that  they  will  provide  an  an¬ 
nual  sinking  fund,  an  required  of  the  said  'party  of  the  first  'part 
by  the  terms  and  conditions  of  the  said  inortejayes  therefor f  all 
of  which  the  Pennsylvania  Railroad  Compan}-  “does  hereby 
guarantee”  (page  11). 

Now,  that  the  Lessee  should  make  provision  for  the  sinking 
funds  required  by  the  terms  of  the  mortgages  under  which  the 
different  Bonds  were  issued,  became  an  absolute  necessity 
from  the  fact  that  all  the  earnings  of  the  road  were  to  be  taken 
by  the  said  Lessee,  and  it  is  simply  consonant  with  justice 
that  the  provisions  of  the  lease  which  we  have  recited  should 
have  been  entered  into.  Deprived  itself  of  its  resources,  the 
C.  C.  A  I.  C.  could  not  meet  its  obligations  in  regard  to  those 
sinking  funds,  and  the  P.  C.  &.  St.  L.  and  “its  guarantor” — 
the  Pennsylvania  Railroad  Company — ‘‘covenant  and  agree” 
that  they  will  comply  with  those  requirements. 

It  was  with  these  provisions  of  the  lease,  altogether  un¬ 
questioned  by  any  party  whatsoever,  that  investors  bought  the 


-yO  3  7 


4 


Bonds  of  the  C.  C.  &  I.  C.  We  have  looked  over  our  records, 
and  from  our  official  reports  of  sales  at  the  Stock  Exchange, 
and  find,  at  random,  the  following  reports  of  sales  of  the  first 
mortgage  Bonds: 

1869— May  13,  $12,000;  May  14,  $70,000:  May  26,  $95,000; 
June  11,  $45,000;  July  7,  $39,000;  July  13,  $26,000;  August 
27,  $25,000;  September  16,  $43,000;  October  5,  $15,000;  No¬ 
vember  25,  $21,000;  December  18,  $15,000.  1870 — January 

5,  $15,000;  January  18,  $61,000.  These  .figures — and  they 
are  but  indicative  of  the  many  tra»'Sactions  in  the  Bonds — show 
that  these  bonds  were  largely  bought  at  the  time  the  guaran¬ 
tee  of  interest  and  sinking  fund  was  uudisputed.  Is  it  neces¬ 
sary  to  ask  the  question.  Would  investors  have  purchased 
them  if  they  had  supposed  that,  having  given  up  all  the  in¬ 
come  of  the  road  to  the  lessee  and  “its  guarantor,”  the  C.  C. 
tfc  I.  C.  was  responsible  for  the  prompt  payment  of  the  interest 
due  on  them  and  the  carrying  out  of  the  provisions  for  the 
establishing  of  a  sinking  fund  for  their  ultimate  redemption  ? 
Nay,  verily,  but  they  relied,  an  they  had  the  right  to  rely^  on 
the  covenants  and  agreements  of  the  P.  C.  &  St.  L.  and  the 
Pennsylvania  Railroad  Companies,  to  pay  the  interest  and  pro¬ 
vide  the  sinking  funds. 

But  this  lease  of  22d  Januaiy,  1869,  having  been  entered 
into  by  the  P.  C.  &  St.  L.  and  the  P.  R.  R.  Cos.  because^ 
as  the  Report  of  the  Pennsylvania  Directors  plainly  stated, 
“the  restless  spirit  of  our  rivals”  “rendered  it  necessary” 
was  not  as  much  value  to  the  lessee  and  the  guarantor  after 
the  consummation  of  the  lease,  “dated  June  7th,  1869,”  of 
the  Pittsburg,  Fort  Wayne  and  Chicago  Railway — and  the 
effect  of  that  lease  is  seen  in  the  fact  that  under  date,  nomin¬ 
ally,  of  FebruaiT  1,  1870.  the  three  parties  to  the  lease  of  22d 
January,  1869,  pretended  to  enter  into  an  “  Amended  Lease 
and  Contract  ” — not  for  the  better  protection  of  the  parties 
having  rights  acquired  under  the  lease  previously  agreed  to 
but  which  in  so  many  words  endeavors  to  cancel  and  annul 
those  rights,  and  in  so  far  forth  as  far  as  possible  by  such 
“  amendment  ”  reduce  the  liability  of  the  lessee  and  its  “  guar¬ 
antor.”  Let’s  examine  this,  remembering  the  facts  as  to  the 
covenants  and  agreements  previously  given. 

We  quote  from  the  circular  notice  of  President  B.  E. 
Smith : 

“  Office  of  the 

Columbus,  Chicago  axd  Indiana  Central  Ry.  Co., 
Colu'rnbus.  Ohio^  Jan.  17,  1871. 

To  Ute  Stockholders  and  Bondholders  of  the  Columbus.^  Chicago, 
and  Indiana  Central  Bailie  ay  Company:'* 

The  Lease  and  Contract  between  the  C.  C.  A;  I.  C.,  the 
P.  C.  A  St.  L.  and  the  Pa.  R.  R.  Co.,  “approved  by  the  con¬ 
tracting  parties,  and  dul}*  executed,  under  which  the  Lessee 
liad  charge  of  and  operated  our  road  for  one  year  from  and 
after  the  first  da}'  of  February,  1869,  was  modified  on  the  first 
day  of  February,  1870,  by  the  contracting  parties,” 


5 


In  order  to  a  correct  imderstandiug  of  the  so-called  modifica¬ 
tions  we  will  quote ; 

‘■Agreements  made  this’’  1  Februaiy,  1870.  =!« 

Witnesseth,  that  for  and  in  consideration  of  the  covenants 
hereinafter  contained,  and  of  the  benefits  expected  to  result 
therefrom,  the  parties  have  agreed  with  each  other : 

Article  — The  party  of  the  first  part,  agrees  and  under¬ 
takes  to  arrange,  provide  for,  and  so  adjust  and  classify  all 
their  indebtedness  now  existing;  that  ^15,821,000  thereof 
shall  be  represented  by  bonds  bearing  seven  (7)  per  cent, 
interest,  secured  by  mortgage  upon  the  estate  and  property 
of  the  said  party  of  the  first  part,  the  $821,000  being  Colum¬ 
bus  and  Indianapolis  Central  Railway  Company  2d  Mortgage 
Bonds,  and  that  all  other  indebtedness  of  said  party,  and  all 
payments  and  advances  heretofore  made  on  or  for  interest, 
construction,  operating  and  maintaining  said  road,  accounts 
and  expenditures,  made  b}’’  the  second  and  third  parties,  or 
either,  in  excess  of  the  receipts  heretofore  derived  from  the 
business  and  transportation  on  and  over  said  road,  shall  be 
re])resented  by  bonds  bearing  seven  (7)  per  cent,  interest,  en- 
litling  the  holder  to  vote,  secured  by  a  mortgage  upon  all  the 
estate  and  property  of  said  company,  which  bonds  shall  be 
payable  after  twenty  years,  at  the  pleasure  of  the  said  first 
])arty,  and  shall  be  convertible  into  preferred  capital  stock, 
bearing  seven  (7)  per  cent,  interest,  at  par,  at  any  time  within 
fifteen  years  at  the  option  of  the  holders  of  the  same,  which 
issue  of  bonds  shall  not  exceed  ten  millions  of  dollars,  to  be 
received  by  said  second  and  third  ])arties  at  par,  in  payment 
of  their  claims  and  advances  so  far  as  they  are  entitled,  a.nd 
may  hereafter  become  entitled  to  the  same. 

Now  the  meaning  of  this  clause  is  :  The  C.  C.  A  1.  C.  Rail¬ 
road  (Company  the  owners  of  their  Second  ]\Iortgage 

consolidated  Bonds,  dated  15th  December,  1868,  part  of  an  issue 
of  $5,000,000,  for  another  bond  which  should  be  part  of  an 
issue  of  $10,000,000,  “  secured  by  mortgage,”  indeed,  but 
elsewhere  referred  to  as  “Income  Bonds,”  plainly  showing  that 
no  regular  interest  was  to  be  expected  on  t}ie)n,  as  had  been 
previously  provided  for  and  guaranteed  by  the  lease  of  22d 
January,  1869.  Can  it  be  that  the  Second  Mortgage  Bond¬ 
holder  was  to  be  compelled  to  consider  this  as  one  “of  the 
benefits  expected  to  result”  to  him  from  the  “ amendment  I” 

^'■Article  Second. — That  hereafter  the  party  of  the  second 
part  covenants  and  agrees  to  pay  and  apply  the  thirty  per 
cent.,  being  the  balance  of  the  gross  earnings  of  the  railroad 
of  the  party  of  the  first  part,  as  follows;  First — For  the  pay¬ 
ment  of  the  coupons  as  they  shall  from  time  to  time  mature 
upon  the  said  bonds  representing,  and  amounting  to  the  afore¬ 
said  sum  of  fifteen  millions  eight  hundred  and  twenty-one 
thousand  dollars  ($15,821,000.)  But  if  the  same  shall  not  be 
adequate  to  such  payment  in  full  in  any  one  year,  then  the  said 
party  of  the  second  part  will  pay  any  such  deficiency  out  of  its 
own  proper  moneys,  witljout  charge,  reclamation  or  suberga- 
tion  therefor,  ” 


6 


This  would  seem  to  secure  the  interest  on  the  $15,821,000  i 
under  any  circumstances,  but  the  Second  Mortgage  Bondholder 
who  has  availed  himself  of  “the  option  ”  of  converting  his 
bonds  for  an  Income  Bond  is  very  kindly  provided  for  by, 

“  Second. — Out  of  any  surplus  of  said  thirty  per  cent,  remain¬ 
ing  after  payment  Qf  said  interest  to  pay  the  same  pro  rata  as 
interest  or  dividends,  to  and  among  the  holders  of  the  con¬ 
vertible  bonds  provided  for  in  the  first  article  of  this  agree¬ 
ment,  based  on  the  entire  amount  of  the  Income  Bonds,  con¬ 
vertible  into  preferred  stock,  as  provided  in  the  first  article  of 
this  agreement  cvctually  isaued,  and  the  bonds  which  the  holders 
have  the  option  to  convert  into  the  said  Income  Bonds,  and  the 
holders  of  any  stock  into  which  anv  of  said  bonds  mav  have  i 

V 

been  converted  by  the  holder  in  the  exercise  of  the  option  so  ' 
to  do,  provided  for  in  the  bonds,  and  also,  of  any  bonds  here¬ 
after  to  be  issued  under  the  provisions  of  a  subsequent  article 
of  this  agreement,  to  represent  new  constructions  and  addi¬ 
tional  equipment  for  the  use  of  the  railroad  of  the  party  of  the 
first  part. 

It  is  scarcely  necessary  to  ask  if  any  Second  ^lortgage  Bond¬ 
holder  availed  himself  of  the  “option.”  Suffice  it  to  say 
that  the  Pennsylvania  Railroad  Company  has  not  done  so,  and 
now  holds  the  Second  Mortgage  Bonds  which  it  acquired 
under  one  of  the  articles  of  the  lease  of  January  22d,  18G9. 
Why  have  they  not  made  the  exchange  ?  AVhy  have  not  the 
C.  C.  &  I.  C.,  which  undertook  to  ‘‘arrange,  provide  for,  and 
adjust  ”  such  cases,  compelled  the  Pennsylvania  Railroad  Com¬ 
pany  to  make  the  exchange  ?  Bring  this  home  to  the  contract¬ 
ing  parties  themselves  and  the  absurdity  of  this  proviso  of 
the  so-called  “Amended  Lease  and  Contract  ”  is  manifest;  and 
when  the  writer  of  this  signed  his  name  to  the  report  which 
said  that  the  “  Amended  lease  ”  contained  obligations  which 
it  is  “a  legal  and  physical  impossibility  to  carry  out  ”  he  was 
not  unmindful  of  this  clause  of  the  “Amendment.”  When 
the  Pennsylvania  Railroad  Investigating  Committee  made 
their  report  a  few  months  ago  they  found  that  that  Company 
owned  $1,258,000  of  these  Second  Mortgage  Bonds  and  they 
valued  them  at  TO.  while  they  valued  the  $3,504,000  of  the 
“$10,000,000  Loan,  Income  Bonds”  at  50.  Now,  most 
assuredly,  the  Pennsylvania  Railroad  Company  ought  to  be 
able  to  appreciate  the  “  benefits  expected  to  result”  and  made 
the  exchange!  But  they  did  not,  and  no  sane  man  ever  would. 

Now,  as  to  the  sinking  funds,  so  amply  provided  for  in  the 
lease  of  22d  January,  1860,  the  so-called  and  pretended 
“amendment”  qualifies  and,  in  effect,  for  the  present  so  far 
abolishes  them  that  the  “benefits  expected  to  result  ”  are  onh', 

“Third — To  pay  to  a  sinking  fund  to  be  established  for  the 
redemption  of  said  mortgage  bonds,  the  one-half  of  one  per 
cent,  provided  for  in  the  mortgages  to  secure  the  payment  of 
said  $15,821,000  of  bonds,  for  the  use  and  benefit  of  the  first 
party;  and  after  such  payments,  any  surplus  of  said  thirty 
per  cent,  remaining,  to  be  divided  pro  rata  as  a  dividend 
upon  the  common  stock  of  said  party  of  the  first  part. 


7 


This  reduces  the  absolute  guarantee  of  sinking  funds,  aC‘ 
cording  to  the  terms  of  the  mortgages,  as  fully  provided  for 
in  the  lease  of  January  22d,  1869,  to  only  such  amount  as  may 
be  left  over  out  of  thirty  per  cent,  of  the  gross  receipts  after 
the  payment  of  interest  on  $25,000,000  of  bonds.  Does  any 
one  mean  to  say  that  “the  benefits  expected  to  result  ”  from 
this  arrangement  equal  those  so  definitely  and  unreservedly 
provided  for  in  the  lease  of  January  22d,  1869? 

And  yet  we  are  told  that  the  contracting  parties  had  a  right 
to  so  amend  the  lease  as  to 

1.  Absolutely  prevent  the  establishing  of  a  sinking  fund, 
and  so  render  the  property  of  the  C.  C.  &I.  C.  Company  liable 
to  sale,  because  of  the  non-fulfillment  of  that  condition  of  the 
mortgage  deeds. 

2.  Cancel  and  extinguish,  in  so  far  forth,  all  right  and  claim 
of  an  owner  of  Second  Mortgage  Bonds ;  and 

J.  Convey  away  the  property  of  the  stockholders,  by  making 
it  liable  to  sale  for  non-fulfillment  of  impossible  conditions, 
after  the  stockholders  had-,  so  far  as  the  conditions  of  interest 
and  sinking  funds  were  concerned,  been  protected  in  their  riglits 
of  ownership. 

To  contend  that  any  directors  or  even  a  majority  of  stock¬ 
holders  had  a  right  to  so  destroy  the  rights  of  other  stock¬ 
holders  would  be  more  than  foolishness,  and  this  talk  about 
“benefits  expected  to  result”  from  any  such  attempt  is  sheer 
nonsense,  and  only  shows  the  propriety  (to  say  the  least  of  it) 
of  insisting  on  the  enforcement  of  the  guarantee  so  fully  made 
in  the  oricrinal  lease. 


“  CEETAIIT  inilEGULAIlITIES.” 


[I'Voni,  Harder* s  Financiul  Mejxyrt^  No.  197,  Oct.  9,  1874.] 

The  Philadelphia  Ledger.^  of  October  1,  speaking  of  the 
“rumors  ”  in  regard  to  the  above  road,  says:  “  Certain  irreg¬ 
ularities  have  been  discovered  in  some  of  the  second  mortgage 
Bonds  implying  liability  on  the  part  of  the  Pennsylvania  Rail¬ 
road  Company  for  their  payment,  which  Colonel  T.  A.  Scott, 
the  President  of  the  company,  officially  disclaims.” 

“  Irregularities,”  “implying  liability,”  are  good  words  when 
properly  used.  It  certainly  was  an  ‘ *  irregularitj' ”  for  the 
Pennsylvania  Railroad  Company  to  allow  Bonds  to  be  out¬ 
standing  for  five  years,  having  printed  on  them,  ‘  ‘  The  wfithin 
Bond  is  additionally  secured  by  a  lease  of  the  road  to  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company.  And 
the  payment  of  the  interest  and  principal  of  the  entire  series 
of  Bonds  mentioned  herein  is  guaranteed  by  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  and  the  Pennsyl¬ 
vania  Railroad  Company,”  and  now  to  profess  ignorance  of  the 
whole  matter. 


I 


8 

We  have  copied  the  endorsement  as  printed  on  one  of  the 
Bonds,  now  lying  before  us,  and  which  Mr.  Scott  seems  to  dis¬ 
pute,  dated  December  15,  1868,  referred  to  in  the  lease  and 
contract  dated  January  22,  1869  (Article  XL,  page  9,)  the  inte¬ 
rest  on  which  has  been  previously  provided  for,  (Article  VII., 
page  T,)  and  which  (Article  XVI.*,  page  11,)  “the  party  of  the 
third  part”  (the Pennsylvania  Railroad  Company)  “does hereby 
guarantee.”  This  certainly  does  read  as  if  “  implying  liability.” 

We  have  frequently  been  asked  our  opinion  of  Pennsylvania 
Railroad  guarantees.  “Irregularities,”  “implying  liability” 
will  be  quoted  hereafter  in  our  replies  to  such  inquiries. 


PEITNSYLVANIA  EAILEOAD  INVESTIGATION. 


iFrom  Hai^der'^s  Financial  Report^  So.  213,  Jan.  29,  1875.] 

PeiiiisylYaiihi  Railroad  Investigation. — At  the  meeting  of 
this  Company  held  last  March  an  Investigating  Committee 
was  appointed,  who  made  an  elal)orate  report,  which  has  been 
])ublished  in  an  octavo  pamphlet  of  240  pages. 

In  view  of  the  fact  that  the  action  of  the  President  of  that 
corporation  in  regard  to  the  C.  C.  &  I.  C.  guarantee  is  doing- 
great  injury  to  the  interests  of  that  Co.\s  stockholders,  we  will 
quote  a  few  of  the  “conclusions”  arrived  at  by  the  Com¬ 
mittee.  They  say : 

“Is  it  wise,  prudent,  or  just  that  the  almost  absolute  con¬ 
trol  of  such  vast  interests  should  be  placed  under  the  power  of 
any  one  man  to  designate  its  policy,  control  its  working,  de¬ 
termine  its  growth,  and  regulate  its  finances  ?  Yet  such  is  the 
practical  fact  under  j'our  present  organization.  *  * 

*  *  *  *  The  experience  of  the  past  is  our 

best  guide  for  the  future,  and  errors  may  be  made  profitable 
by  being  used  for  wholesome  warnings.  Are  you  willing  to 
continue  such  a  policy  ?  Changes  must  take  place  in  time, 
and  under  an  incompetent,  dishonest  or  speculative  President — 
which  is  by  no  means  impossible — what  havoc  and  destruction 
of  values  might  be  made  of  your  property,  causing  deep  dis¬ 
grace  and  wide-spread  suffering. 

Some  of  the  doings  of  your  late  President  and  Board  of 
Directors  are  evidences  of  that  w’aut  of  careful  investigation 
and  oversight  which  arises  from  the  defects  of  the  present 
organization,  because  it  is  out  of  the  question  for  one  man  to 
perform  the  labor  of  acquiring  knowledge  of  all  the  facts,  to 
carefully  digest  them,  and  to  decide  at  once  promptly  and 
rightly.  *  *  Jis  *  *  t 

1.  That  the  present  form  of  organization  makes  practical 
ciphers  of  the  Directors,  and  this  from  no  deliberate  intention, 
but  from  the  very  necessities  of  the  case.  * 

3.  The  successful  management  of  these  great  interests  is  be¬ 
yond  the  ability  of  an}-  one  man ;  it  does  seem  clear  to  your 
Committee  that  the  proper  time  has  arrived  when  you  should 
carefully  consider  this  grave  and  important  question.” 


9 


THE  LEQAL  ENFOECEMENT  OF  THE  GUAEANTEE. 


[From  Hassler's  Flnrincial  Report.  No.  213,  Jaa.  29,  1875.] 

The  P.^niisylvaiiia  Railroad  and  the  C’.  C.  k  1.  C. —  The 
importance  of  a  proper  settlement  of  the  questions  which  have 
arisen  in  regard  to  the  “lease  and  contract”  between  these  two 
roads — ihe  first  as  guarantor  of  the  P.  C.  &  St.  L.  lessees  of 
the  railroad  of  the  second — cannot  be  over-estimated.  A  pri¬ 
vate  party  cannot  make  a  contract  and  vary  its  terms  at  his 
own  pleasure  for  his  own  profit  and  to  the  injury  of  the  rights 
acquired  by  third  parties,  unless  he  has  the  consent  of  these 
third  parties ;  and  now  the  question  is,  Can  a  Railroad  Corpo¬ 
ration  act  in  disregard  of  its  contract  and  destroy  the  rights  of 
third  parties  acquired  under  it,  and  without  their  consent  ? 

The  P.  C.  A  St.  L.  Railway  Co.  leased  the  C.  C.  &  I.  C. 
Railway  on  tlie  22d  February,  1869,  and  the  lease  stated  in  so 
many  words  that  the  Pennsylvania  Railroad  Company  guaran¬ 
teed  the  performance  on  the  part  of  the  P.  C.  k  St.  L.  Com¬ 
pany,  which  guarantee  involved  the  payment  of  interest  on 
$20,000,000  Bonds  in  case  tlie  leasing  company  did  not  pay  it. 
Now  the  lessee  has  not  paid  it.  and  the  guarantor  cleclines  to 
])av.  It  is  not  stated  bv  anv  of  its  adherents  that  the  Pennsvl- 
vania  Railroad  is  bankrupt. 

It  13  a  simple  question,  but  it  is  one  involving  the  interests 
of  untold  amounts.  Its  importance  must  be  our  excuse  for  oc¬ 
cupying  so  much  space  with  a  copy  of  the  complaint  filed  by 
Mr.  Hassler,  the  decision  of  which  will,  it  is  believed,  settle 
the  question. 

The  following  is  a  copy  of  tlie  bill  as  filed  : 

SUPRE3IE  COURT  OF  THE  STATE  OF  NEW  YORK. 


Charles  W.  Hassler, 

On  behalf  of  the  Stockholders  of  the  Col-  J 
umbus,  Chicago  and  Indiana  Central 
Railway  Company.  f  Tried  to  toe  had  in 

against  \  the  City  and 

The  Pennsylvania  Railroad  Company.  The  /  County  of  Nein 
Pittsburgh,  Cincinnati,  and  St.  Louis i  YorTc. 

Railway  Company,  The  Columbus,  % 

Chicago  and  Indiana  Central  Railway  i 
Company.  ! 


The  plaintiK,  on  behalf  of  himself  and  all  others  in  like  in¬ 
terest  who  maj*  hereafter  come  in  and  contribute  to  the  ex¬ 
penses  of  this  action,  complains  of  the  defendants  and  alleges 
as  follows : 

The  Pennsylvania  Railroad  Company  is  a  body  politic  and 
corporate,  created  by  and  organized  under  the  laws  of  the 
State  of  Pennsylvania;  The  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company  is  a  bod}’’ politic  and  corporate,  created 


:o 


by  and  organized  under  the  laws  of  the  States  of  Pennsylvania, 
Ohio,  Virginia,  and  West  Virginia;  The  Columbus,  Chicago 
and  Indiana  Central  Railway  Com}3any  is  a  body  corporate, 
created  by  and  organized  under  the  laws  of  the  States  of  Ohio, 
Illinois,  and  Indiana. 

The  plaintiff  is  a  resident  of  the  State  of  New  York,  and  is 
the  owner  and  holder  of  two  hundred  and  fifty  shares  of  stock 
of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany. 

I.  The  Columbus,  Chicago  and  Indiana  Central  Railway 
Company  is  now  under  the  control  of  the  same  directors  who 
were  parties  to  the  acts  hereinafter  complained  of,  and  who 
controlled  its  affairs  at  the  times  hereinafter  mentioned,  and 
the  said  directors  are  unwilling  to  bring  the  suit  in  the  name 
of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Com- 
])auy  as  plaintiff,  and  the  said  company  is  therefore  made  a 
party  defendant. 

II.  The  corporations  defendant  are  the  owners  of  certain 
lines  of  railroad  in  the  States  of  Pennsylvania,  Ohio,  Illinois, 
Indiana,  and  West  Virginia. 

On  the  22d  of  January,  1869,  an  indenture  of  lease  was  exe¬ 
cuted  by  and  between  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company,  the  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company,  and  the  Pennsylvania  Railroad  Com¬ 
pany,  whereby,  upon  the  faith  of  the  guaranty  by  the  Pennsyl¬ 
vania  Railroad  Company  of  the  due  performance  of  all  the 
covenants  of  said  lease  by  the  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company,  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company,  was  leased  for  the  term  of  ninety- 
nine  years  to  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company.  The  following  provisions  are  contained  in  said 
lease : 

Article  VII.  It  is  mutuall}^  covenanted  and  agreed  that 
the  whole  of  the  balance  of  said  gross  annual  earnings  and 
revenues,  after  deducting  the  taxes  and  assessments  as  afore¬ 
said,  being  thirt}’^  per  cent.  (30  per  cent.)  thereof,  shall  be, 
and  the  same  are  hereby,  appropriated,  and  shall  be  applied  to 
the  purposes  and  jiaid  by  the  party  of  the  second  part  in  the 
way  and  manner  following:  Firsts  To  the  payment  of  the 
interest  th..t  may  accrue  after  February  first.  Eighteen  Hun¬ 
dred  and  Sixty-nine,  being  at  the  rate  of  seven  per  cent.  (7  per 
cent.)  on  all  the  mortgage  bonds  of  the  party  of  the  first  part, 
to  the  extent  of  twenty  millions  of  dollars  ($20,000,000),  in 
accordance  with  their  respective  equities  and  priorities;  and 
Second^  To  the  payment  of  the  interest  upon  the  income  bonds 
of  the  party  of  the  first  part  which  may  hereafter  be  issued  to 
the  party  of  the  second  part  for  the  purposes  of  construction, 
as  hereinafter  mentioned,  said  interest  to  be  deposited,  in 
ample  time  to  meet  the  accruing  coupons,  at  some  Bank,  Trust 
Company,  or  Agency  in  the  city  of  New  York,  as  may  be 
agreed  upon  from  time  to  time  by  the  parties  of  the  first  and 


ri 


second  parts;  Provided'  nevertlieless,  tliat  if  the  said  thirty 
per  cent.  (30  per  cent.)  should  not  in  any  one  year  be  equal  to 
the  sum  required  for  the  payment  of  the  interest  as  aforesaid, 
then  and  in  that  event  the  party  of  the  second  part  shall  and 
will,  at  their  own  cost  and  expense,  and  without  charge  to  the 
party  of  the  first  part,  pay  to  said  agency  or  agencies  the 
amount  required  to  pay  said  interest,  as  the  same  shall  become 
due  and  payable. 

Article  VIII.  In  order  to  provide  for  the  payment  or  re¬ 
demption  of  the  said  twenty  millions  ($20,000,000)  of  seven 
per  cent.  (7  per  cent.)  Bonds  of  the  party  of  the  first  part,  se¬ 
cured  by  mortgages,  the  party  of  the  second  part  covenants 
and  agrees  that  they  will  provide  an  annual  Sinking  Fund,  as 
required  of  the  said  party  of  the  first  part  by  the  terms  and 
conditions  of  the  said  mortgages  therefor. 

Article  XI.  No  issue  of  Bonds  beyond  the  fifteen  millions 
($15,000,000)  of  First  Mortgage  consolidated  Bonds,  and  the 
five  millions  ($5,000,000)  of  Second  Mortgage  consolidated 
Bonds,  and  the  two  millions  ($2,000,000)  of  Income  Bonds 
hereinbefore  provided  for,  shall  be  issued  by  the  party  of  the 
first  part,  without  the  consent  of  the  Boards  of  Directors  of 
the  respective  parties  to  this  lease. 

Article  XVI.  And  the  party  of  the  third  part,  for  and  in 
consideration  of  the  sum  of  one  dollar  to  it  in  hand  paid  by 
the  parties  of  the  first  and  second  parts,  the  receipt  whereof 
is  hereby  acknowledged,  and  of  the  benefits  and  advantages 
accruing  and  to  accrue  to  it  by  reason  of  the  covenants  and 
agreements  hereinbefore  recited,  by  the  said  jiarties  of  the  first 
and  second  parts,  to  be  done  and  performed  in  the  forming, 
maintaining,  and  operating  of  a  continuous  line  of  railway  in 
connection  with  the  road  or  roads  of  the  party  of  the  third 
part,  does  hereby  guarantee  to  the  party  of  the  first  part  that 
the  party  of  the  second  part  will,  in  good  faith,  do,  keep,  and 
perform,  all  and  singular,  the  matters  and  things  which  the 
said  party  of  the  second  part  have  hereinbefore  covenanted 
and  agreed  to  do ;  and  upon  any  failure  or  default  of  the  said 
party  of  the  second  part  to  keep  and  perform  any  and  all  of 
its  said  covenants  and  agreements,  that  then  the  said  party  of 
the  third  part  will,  upon  notice  to  them  in  writing  of  the  kind 
and  nature  of  such  failure  or  default,  do,  keep,  and  perform 
the  same,  for  and  on  behalf  of  the  said  party  of  the  second 
part.  In  which  event  the  ))arties  of  the  first  and  second  parts 
agree  that  the  party  of  the  third  part  shall,  at  its  option,  be 
entitled  to  all  the  profits  and  advantages  which  might  or  could 
accrue  therefrom  to  the  party*  of  the  second  part. 

The  aforesaid  lease,  containing  the  above  recited  covenants, 
was  duly  signed,  sealed,  and  sworn  to.  and  delivered  by  the 
presidents  of  the  respective  parties  thereto;  J.  Edgar  Thomson 
executed  the  same  on  behalf  of  the  Pennsylvania  Raib-oad 
Company;  his  signature  was  attested  by  Edmund  Smith,  the 
secretary  of  said  company,  who  dej)ose(l  “tliat  he  was  per- 


12 


sonally  present  at  the  execution  of  the  foregoing  indenture  of 
lease  and  contract,  and  saw  J.  Edgar  Thomson,  Esquire,  presi¬ 
dent  of  the  said  corporation,  sign,  seal,  and  deliver  the  same  as 
his  act  and  deed,  and  in  pursuance  of  a  resolution  of  the 
Board  of  Directors  of  said  company,  duly  passed  by  order  and 
authority  of  said  company  as  the  act  and  deed  thereof.” 

On  the  16th  of  February,  1869.  the  directors  of  the  Pennsyl¬ 
vania  Railroad  Company  made  a  report  to  the  stockholders 
thereof  at  their  regular  annual  meeting.  The  report  contained 
the  following  words: 

‘‘  The  restless  spirits  of  our  rivals  in  the  East  and  West  have, 
however,  rendered  it  necessary  to  make  our  connections  witli 
the  chief  trade  centres  of  the  West  more  perfect,  and  less  liable 
in  future  to  molestation  and  interruption.  This  has  been  done 
to  a  great  extent  through  a  recent  lease  to  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  guaranteed  by 
this  compan}'  of  the  lines  of  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  which  have  direct  connec¬ 
tions  with  Indianapolis,  St.  Louis,  Louisville  and  Chicago.” 

The  report  then  proceeded  to  state  that  the  lease  of  these 
lines  would  require  additional  capital,  and  recommended  an 
increase  of  the  stock  of  the  Pennsylvania  Railroad  Company  to 
be  subscribed  for.  The  meeting  of  stockholders  of  the  Penn¬ 
sylvania  Railroad  Company  thereupon  passed  the  following  re¬ 
solution  : 

''  Besolved,  That  the  report  of  the  Board  of  Directors  for  the 
year  1868  be,  and  the  same  is  hereby  accepted  by  the  stock¬ 
holders,  and  that  the  Directors  be  requested  to  carry  out  the 
recommendations  therein  mentioned.” 

The  said  lease  thereupon  went  into  effect  and  operation  on 
the  first  day  of  February,  1869.  The  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Company  took  possession  thereunder  of 
the  lines  of  railroad  and  of  the  property  of  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company. 

The  Pennsylvania  Railroad  Company  used  and  enjoyed  all 
the  benefits,  advantages,  and  profits  referred  to  in  the  said 
Lease  as  accruing  to  the  Guarantor  thereof.  During  one  year 
the  said  lessee  remained  in  possession  under  the  Lease  above 
described,  and  for  the  same  period  the  said  Lessee  and  its 
Guarantor  derived  all  the  benefits  arising  from  and  under  the 
said  Lease. 

III.  During  the  existence  and  continuance  of  said  Lease  a 
large  number  of  the  Bonds  and  obligations  of  the  Columbus. 
Chicasc  and  Indiana  Central  Railway  Company,  amounting  to 
several  millions  of  dollars  were  issued  under  and  in  pursuance 
of  the  terms  of  said  Lease,  and  the  said  Bonds  were  sold  to 
various  individuals,  and  are  now  held  by  them  in  the  Lmited 
States  and  in  Europe. 

The  said  obligations  known  as  Second  Mortgage  Bonds 
were  issued  by  the  Columbus,  Chicago,  and  Indiana  Central 
Railway  Company  under  the  provisions  of  the  Lease  aforesaid, 
to  wit — That  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 


13 


Company  would  pa}'’  tlie  interest  thereon  in  case  the  thirty  per 
cent,  of  gross  earnings  of  the  Columbus,  Chicago  and  In¬ 
diana  Central  Railway  Company  did  not  suffice  for  that  pur¬ 
pose  ;  and  also  would  provide  a  sinking  fund  sufficient  for  the 
redemption  of  the  principal  tliereof  at  maturity,  and  more  par¬ 
ticularly  the  said  Bonds  were  issued  in  reliance  upon  the  cov¬ 
enant  of  the  Pennsylvania  Railroad  Company  contained  in  said 
Lease,  whereby  the  performance  of  the  said  agreements  therein 
made  by  the  Pittsburg!),  Cincinnati  and  St.  Louis  Railway 
Company  were  in  all  matters  and  things  fully  guaranteed. 
The  said  Bonds  so  issued  were  to  be  paid  and  discharged  in  all 
respects,  principal  and  interest,  by  tlie  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Coni])any,  and  the  Pennsylvania  Rail¬ 
road  Company,  and  were  not  to  be  charges  against  the  Colum¬ 
bus,  Chicago  and  Indiana  Central  Railway  Company,  save  as 
above  mentioned,  after  the  default  of  the  Pittsburgh,  Cincin¬ 
nati  and  St.  Louis  Railway  Company,  and  the  Pennsylvania 
Railroad  Company. 

IV.  On  the  first  day  of  Pebruary,  1870,  the  Presidents  of 
the  respective  parties  to  the  above  described  Lease,  fraudu¬ 
lently  and  without  authority  of  law  or  fact,  assumed  to  enter 
into  a  so-called  amended  Lease,  whereby  the  provisions  and 
stipulations  of  the  Lease  which  had  been  acted  upon  for  one 
year  previously  were  in  great  part  attempted  to  be  disregarded 
and  set  at  naught. 

Thereafter,  and  on  the  first  day  of  x\.ugust,  1874,  the  interest 
upon  the  Second  Mortgage  Bonds  above  referred  to,  which 
became  due  and  payable  on  that  day,  was  not  then  paid  and 
has  not  been  since  paid  by  the  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company,  or  the  Pennsylvania  Railroad  Com¬ 
pany,  though  notice  of  said  default  has  been  given  to  the  latter 
Company  according  to  the  terms  of  said  Lease. 

On  the  16th  day  of  December,  1874,  a  meeting  of  the  Stock¬ 
holders  of  the  Columbus,  Chicago  and  Indiana  Central  Railway 
was  held  pursuant  to  call  in  the  city  of  New  York,  to  deter¬ 
mine  upon  a  course  of  action  in  view  of  said  default  by  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway,  and  the  Penn¬ 
sylvania  Railroad  Company,  and  at  said  meeting  a  Committee 
was  appointed  to  examine  the  facts  and  circumstances  under 
which  the  said  amendments  to  the  Lease  were  made. 

The  plaintiff  was  selected  a  member  of  said  committee  and 
did  personally  make  an  examination  of  the  matters  so  referred, 
and  on  said  examination  discovered  that  the  said  amendments 
to  the  Lease  had  been  })rocured  by  fraud. 

It  appeared  from  said  examination  that  the  Directors  of  the 
Columbus,  Chicago  and  Indiana  Central  Railway  permitted 
the  President  thereof  to  exercise  almost  uncontrolled  authority 
over  its  business  and  over  the  relations  of  the  Company  to 
other  corporations.  The  majority  of  the  Directors  were  sub¬ 
servient  to  the  directions  of  the  President,  and  those  who  were 
not  so  subservient  negligently  permitted  him  to  manage  the 
railroad  and  its  finances  in  violation  of  his  trust  and  without 
regard  to  tlie  interests  of  the  stockholders, 


14 


Under  the  said  circumstances  of  the  administration  of  the 
corporate  affairs,  the  amendments  to  the  Lease  were  obtained 
and  were  secured  by  collusion  and  fraud  among  the  officers 
and  a  majority  of  the  Directors  of  the  Pennsylvania  Kailroad 
Company,  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company,  and  the  Columbus,  Chicago  and  Indiana  Central 
Railway  Company. 

The  stockholders  of  the  Columbus,  Chicago  and  Indiana  Cen¬ 
tral  Railway  Company  were  not  convened  or  notified  in  regard 
to  the  said  proposed  amendments  to  the  lease  of  their  property 
before  the  execution  thereof. 

The  consent  of  the  Second  Mortgage  Bondholders  was  not 
given  to  any  release  of  the  Pennsylvania  Railroad  Company, 
and  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Com¬ 
pany  from  their  obligations  to  pa}'^  the  interest  and  provide  a 
sinking  fund  for  the  payment  of  the  principal  of  said  Bonds, 

The  sole  purpose  and  object  and  the  entire  result  proposed 
by  said  amendments  was  the  attempted  release  of  the  Pennsyl¬ 
vania  Railroad  Company,  and  the  Pittsburgh,  Cincinnati  and 
St,  Louis  Railway  Company  from  their  covenants  under 
the  Lease. 

The  provision  in  the  Lease,  as  above  recited,  binding  the 
Pennsylvania  Railroad  Company,  and  the  Pittsburgh,  Cincin¬ 
nati  and  St.  Louis  Railway  Company  to  the  absolute  payment 
of  interest  on  twentv  millions  of  dollars  of  mortgaije  Bonds 
of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany  were  deliberately  altered  without  cause  or  reason  assigned 
or  consideration  therefor,  thus  attempting  to  reduce  the  lia¬ 
bility  of  the  Pennsylvania  Railroad  Company,  and  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company  for  twenty 
millions  ($20,000,000)  of  dollars  of  Bonds,  to  a  pretended  lia¬ 
bility  for  only  fifteen  millions  and  eight  hundred  and  twentj’^- 
one  thousand  ($15,821,000)  dollars  of  Bonds.  In  nearly  all 
other  respects  the  original  Lease  remained  undisturbed,  except 
in  so  far  as  ic  provided  for  the  purpose  of  carrying  out  the 
foregoing  scheme  that  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company  should  procure  the  holders  of  Bonds 
whose  interest  and  principal  were  under  said  Lease  charged 
against  the  Pennsylvania  Railroad  Company,  and  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company,  to  exchange 
their  securities  for  certain  income  Bonds  whicli  are  binding 
upon  and  a  charge  against  their  own  road,  the  Columbus,  Chi¬ 
cago  and  Indiana  Central  Railway  Company,  and  not  a  charge 
against  the  Pennsylvania  Railroad  Company,  and  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company.  For  this 
agreement  of  the  officers  of  the  Columbus,  Chicago  and  In¬ 
diana  Central  Railway  Compau}^  to  transfer  the  liabilities  from 
the  Pennsylvania  Railroad  Company,  and  the  Pittsburgh,  Cin¬ 
cinnati  and  St.  Louis  RaiUvay  Company  to  their  own  corpora¬ 
tion,  no  consideration  was  given  to  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company  or  its  stockholders. 

The  officers  of  the  Pennsylvania  Railroad  Company  and  the 


Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  by  the 
use  of  devices,  and  by  collusion  in  their  dealings  with  the 
officers  of  the  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company,  procured  the  said  contract  of  modification  of 
the  lease,  and  the  officers  and  a  majority  of  the  Directors  of 
Columbus,  Chicago  and  Indiana  Central  Railway  Company, 
unmindful  of  the  trust  for  the  stockholders  thereof,  fraudu¬ 
lently  entered  into  the  said  contract. 

The  said  amendments  to  the  lease  are  fraudulent  and  void, 
and  of  no  binding  effect  on  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  its  stockholders,  and  the 
holders  of  the  Bonds  for  which  the  Pennsylvania  .  Railroad 
Company  and  the  Pittsburgh,  Cincinnati  and  St.  Louis  Rail¬ 
way  Company  are  liable,  as  aforesaid;  and  the  said  amended 
lease  should  be  set  aside  and  declared  null  and  inoperative  by 
a  Court  of  Equity. 

The  Directors  of  the  Columbus,  Chicago  and  Indiana  Central 
Railway  Company  have  no  power  or  authority  to  give  away 
any  of  the  property  or  rights  of  the  corporation  by  the  afore¬ 
said  attempted  amendments  to  said  lease,  and  the  said 
attempted  amendments  are  void  and  of  no  effect. 

V.  The  Pennsylvania  Railroad  Company  and  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company  are  liable  for,  and 
in  anj'  event  bound  to  pay,  the  interest  on  the  fifteen  million 
dollars  of  First  Mortgage  Bonds,  and  the  five  million  dollars 
of  Second  ^lortgage  Bonds  of  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  under  the  terms  of  said 
lease;  and  in  case  the  thirty  per  cent,  of  gross  receipts  of  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company  are 
insufficient  for  that  purpose,  the  Pennsylvania  Railroad  Com¬ 
pany  and  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company  are  bound  to  pay  said  interest  from  their  own  re¬ 
sources. 

The  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany  having,  by  the  lease  of  January  2,  1869,  surrendered 
seventy  per  cent,  of  its  gross  receipts  to  the  lessee  of  its  road, 
upon  the  faith  of  the  covenants  above  stated,  is  not  in  default 
upon  the  interest  of  said  Bonds,  or  equitably  bound  to  pay  the 
same  until  the  default  of  the  Pittsburgh,  Cincinnati,  and  St. 
Louis  Raihvay  Company  and  the  Pennsylvania  Railway  Com¬ 
pany  in  the  paymeut  of  said  interest. 

The  Pennsylvania  Railroad  Company,  and  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company  has  no  right  or 
equity  to  enforce  by  foreclosure,  or  in  any  other  form,  any 
claim  which  it  may  have  against  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  by  reason  of  owning  any 
of  the  first  and  second  mortgage  bonds  of  said  company,  the 
payment  of  the  interest  on  which  was  stipulated  by  the  Pennsyl¬ 
vania  Railroad  Company  and  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company,  in  the  lease  aforesaid. 

The  Pennsylvania  Railroad  Company  and  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  are  bound  to  pro- 


16 


vide  a  sinking  fund  from  their  own  resources  of  one  per  cent, 
per  annum.  No  account  of  said  sinking  fund  has  ever  been 
rendered  by  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company,  or  the  Pennsylvania  Railroad  Company,  of,  or  con¬ 
cerning  said  sinking  fund.  The  plaintiff  is  entitled  to  an  ac¬ 
count  of  the  receipts,  payments  and  investments  of  the  said 
sinking  fund,  so  held  in  trust  for  the  Columbus.  Chicago  and 
Indiana  Central  Railway  Companj^'  by  the  Pittsburgh,  Cincin¬ 
nati  and  St.  Louis  Railway  Company,  and  the  Pennsylvania 
Railroad  Company,  and  also  of  the  accounts  of  receipts  and 
disbursements  under  said  lease,  and  to  a  decree  for  the  pay¬ 
ments  to  said  sinking  fund,  by  said  corporations  last  named, 
according  to  the  terms  of  the  lease,  and  for  the  payment  of  the 
overdue  interest  on  said  second  mortgage  ])onds.  Wherefore 
the  plaintiff  demands  judgment  against  the  defendants,  the 
Pennsylvania  Railroad  Company  and  the  Pittsburgh,  Cincin¬ 
nati  and  St.  Louis  Railway  Company. 

I.  That  the  said  amended  lease  be  adjudged  and  decreed 
void  and  of  no  effect,  and  be  delivered  up  by  the  Pennsylvania 
Railroad  Company,  and  the  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company,  to  be  canceled. 

II.  That  the  defendants  be  adjudged  and  decreed  to  account 
for  the  administration  of  the  Trust  of,  and  concerning  the  Sink¬ 
ing  Fund  provided  in  the  lease  between  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company,  the  Pittsburgh,  Cin¬ 
cinnati  and  St.  Louis  Railway  Company,  and  tlie  Pennsylvania 
Railroad  Company. 

III.  That  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Comj^any  and  the  Pennsylvania  Railroad  Company  be  adjudged 
and  decreed  to  account  for  the  receipts,  revenues  and  proper 
disbursements  under  the  lease  of  January  22d,  1869,  and  be  ad¬ 
judged  to  pay  any  balance  requisite  for  the  discharge  of  the 
overdue  interest  on  Fifteen  IMillion  Dollars  of  First  Mortgage 
Bonds,  and  Five  Million  Dollars  of  Second  Mortgage  Bonds  of 
the  Columbus,  Chicago  and  Indiana  Central  Railway  Company, 
which  interest  may  be  shown  upon  said  accounting  to  be  due 
and  payable  after  the  appropriation  of  the  thirty  per  cent,  of 
gross  revenues. 

IV.  That  the  defendants,  the  Pennsylvania  Railroad  Company 
and  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Com¬ 
pany,  be  enjoined  and  restrained,  pending  these  proceedings 
and  perpetually,  from  instituting  any  suit  of  foreclosure  upon 
any  bonds  of  the  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company,  and  which  are  included  within  the  terms  of  the 
lease  of  January  22d,  1869,  and  the  guaranty  thereof. 

V.  That  the  plaintiff  may  have  such  other  and  further  or 
different  relief  as  may  be  just. 

EDWARD  L.  ANDREWS, 
Plaintiff s,  Attorney ^ 

3  Broad  St.  (Drexel  Building),  New  York. 


17 


City  and  County  of  New  Toi%  ss. : 

Charles  W.  Hassler  being  duly  sworn,  says:  That  he  has  read 
the  foregoing  complaint,  and  he  is  the  plaintiff  therein  named. 
That  the  said  complaint  is  true  of  his  own  knowledge,  except 
as  to  the  matters  therein  stated  on  information  and  belief,  and 
as  to  the  said  matters  he  believes  the  same  to  be  true. 

CHARLES  W.  HASSLER. 

Sworn  to  before  me,  tins  ^ 

9thday  of  January,  1875.  ^ 

J.  D.  Waller,  Notary  Public, 

Hew  York. 

Ex-Judge  Edwards  Pierrepont  will  act  as  Counsel. 

After  the  above  had  been  sent  to  the  printers  we  received 
the  following: 

To  the  Editor  of  HasslePs  Financial  Rejjort : 

Dear  Sir — The  following  seem  to  me  facts,  and  if  they  are 
they  should  he  known  to  the  public  and  the  press : 

The  Pennsylvania  Railroad  Company,  in  18G9,  not  having 
any  route  to  Chicago  under  their  control,  obtained  the  C.  C.  & 
I.  C.  R.  R.  by  lease  and  by  guaranteeing  the  interest  on 
$15,000,000  First  and  $5,000,000  Second  Mortgage  Bonds — 
$20,000,000  in  all.  About  one  year  later  the  Fort  Wayne  road 
was  obtained,  on  the  use  of  which,  doubtless,  there  was  a  large 
profit  to  the  lessees.  The  Pennsylvania  Railroad  Company  con¬ 
sequently  made,  or  endeavored  to  make,  a  second  or  “amend¬ 
ed  ”  lease,  whereby  they  claimed  to  guarantee  interest  on  only 
$15,821,000  instead  of  on  $20,000,000  Mortgage  Bonds.  The 
interest,  nevertheless,  continued  for  years  to  be  paid  on  both 
classes  of  mortages,  i.  e.,  on  $20,000,000,  until  last  August, 
when  apparent  quibbles  were  assigned  as  cause  for  non-pay¬ 
ment  on  the  $5,000,000  Seconds,  and  the  claim  was  set  up  by 
the  Pennsylvania  Railroad  Company  that,  under  the  ‘  ‘  amended” 
lease,  they  were  not  liable. 

It  is  not  contended  for  one  moment  by  any  one  that  the  Sec¬ 
ond  Mortgage  Bondholders  gave  their  assent  to  any  release  of 
guarantee  under  the  “  amended  ”  lease,  and  a  vote  of  Directors 
and  Stockholders  certainly  cannot  bind  the  Bondholders.  An 
innocent  holder  cannot  thus  be  “gouged  ”  by  an  agreement  be¬ 
tween  other  parties  voting  away  his  rights  under  the  law,  even  if 
“  certain/ influences  or  threats  ”  were  not  brought  to  bear  upon 
the  Directors  of  the  C.  C.  &  I.  C.  to  make  them  consent  to  the 
terms  of  the  Pennsylvania  Railroad  Company.  Ho  court  could 
uphold  the  claim  of  the  Pennsylvania  R.  R.  Co.* 

An  apparent  subterfuge  to  entangle  matters  further  was  the 
suit  of  judgment  by  the  Pennsylvania  Railroad  against  the 
C.  C.  &  T.  C.  for  back  interest  on  the  Second  Mortgage  Bonds 


*  Note. — And  it  is  a  question  -which  will  ce  settled  by  Mr.  Hassler’s 
suit,  whether  Directors  can  agree  to  an  “amendment”  which  would 
destroy  the  Stockholders’  rights  even  if  a  stock  vote  seem  to  agree  to ' 
it,  without,  as  Trustees  for  all,  the  Directors  making  themselves  in¬ 
dividually  and  personally  liable. — Ed. 


I 


18  . 


held  by  that  company.  Bnt  the  tables  were  lairly  turned  upon 
them  when  they,  claiming  that  some  $1,200,000  of  these 
Bonds  ought  never  to  have  been  issued  (on  which  they  had 
paid  themselves,  or  received,  interest  in  former  years)  the 
lawyer  of  the  C.  C.  &  I.  C.  Co.  asked  for  judgment  against 
them  for  the  sum  received. 

But  the  history  of  the  case  seems  to  be  this :  When  the 
Pennsylvania  Railroad  Company  had  no  route  to  Chicago,  they 
made  certain  terms  to  get  it,  and  when  they  obtained  a  better 
route,  they  at  once  sought  to  evade  their  responsibility  as¬ 
sumed  on  the  C.  C,  &  I.  C.  But  if  they  made  a  bad  bargain, 
does  that  fact  free  them  from  its  fultillment.  Their  position 
they  probably  deemed  a  weak  one,  as  for  years  the  interest  was 
paid,  but  the  panic  came,  railroad  property  became  discredited, 
and  the  trunk  lines  not  seeking  new  connecting  links,  an  op¬ 
portunity  was  offered  them  which  they  were  quick  to  take  ad¬ 
vantage  of.  The  receipts  of  the  road  declined,  or  were  made 
to  decline,  to  an  enormous  percentage,  even  though  the  lessees, 
aud  it  is  fair  to  remember  this,  “ao'ree”  in  both  “leases”  in 
the  most  forcible  terms  to  operate  the  C.  C.  &  I.  C.  railroad 
without  any  “discrimination”  in  favor  of  any  other  line  or 
lines  competing  for  the  business.  This  clause  was  the  protec¬ 
tion  of  the  C.  C.  &  I.  C.  as  the  lessees  themselves,  bv  with- 
drawing  the  business  controlled  by  them,  could  reduce  the  rev¬ 
enue  needed  for  the  interest  payments,  stop  payment  on  their 
own  holdings,  and  then  attempting  to  take  advantage  of  their 
own  acts,  claim  damages  as  the  result  of  their  own  breach  of 
contract ! 

What  Court  would  allow  such  a  claim  ?  Now  has  this  not  been 
done  ?  Is  it  not  public  to  all  who  have  endeavored  to  take 
the  “  C.  C.  &  1.  C.”  route  to  Chicago  or  return,  that  the  hours 
of  leaving  and  arriving  at  termini  were  so  inconvenient  as  to 
throw  the  traffic  over  the  other  route  ?  Is  it  not  equally  well 
known  that  the  road  was  used  in  great  measure  for  the  return 
of  empty  cars  ?  Both  these  things  have  been  freely  stated,  and  I 
tliink  cannot  be  contradicted.  The  question  whether  there  was 
“  chiseling”  in  rates  the  books  would  show.  Even  the  engineers’ 
strike,  as  reported  by  the  papers  last  winter,  was  confined  to 
tliu  route  of  the  Pennsylvania  Company,  thus  reducing  and 
almost  stopping  transportation  for  some  weeks  by  the  “  C.  C. 
&  I.  C.,”  but,  not  by  the  other  route.  Law  and  equity  seem 
all  to  be  on  the  side  of  the  C.  C.  &  I.  C.  Bondholders,  and 
what  the  law  is  a  decision  in  a  parallel  case  just  rendered  in  the 
U.  S.  Circuit  Court  in  Missouri  against  the  Atlantic  and  Pa¬ 
cific  Railroad,  comes  ojjportunely  to  the  relief  of  all  such 
Bondholders.* 

*  Note. — This  important  case  is  given  in  our  issue  of  October  16,  1874, 
and  we  would  refer  our  readers  to  it  as  bearing  especially  on  the  Penn¬ 
sylvania  guarantee  of  the  C.  C.  &  I.  C.  Bonds.  We  then  said,  ’‘This 
seems  to  be  another  case  of  an  endeavor  to  ‘  get  out  of’  a  contract  which 
may  bear  harshly  upon  the  guaranteeing  party ;  ”  and  the  court  fully  sus¬ 
tained  the  plaintiff  who  was  an  owner  of  the  guaranteed  Bonds.  The 
attempt  to  “  rescind  ”  the  contract  of  lease  and  annul  the  Bondholders’ 


19 


The  decision  covers  the  quibbles  by  which  an  endeavor  was 
made  to  show  that  the  C.  C.  &  I.  C.  had  not  fulfilled  certain 
“conditions  ”  of  which  the  innocent  Bondholders  could  know 
nothing,  and  makes  the  guarantor  liable  for  the  endorsement 
of  Efuarantee  on  the  Bond,  notwithstanding  anv  non-fulfillment 
of  “  conditions  ”  to  which  one  railroad  claims  the  other  has 
proved  recreant. 

This,  apparently,  is  the  only  possible  way  by  which  a  con¬ 
fiding  public  can  be  protected,  and  sounds  like  good  law. 
This  is  our  case  against  the  Pennsylvania  Railroad,  and  the 
treatment  looks  the  more  iniquitous  and  deliberately  designed 
to  shake  off  the  honest  fulfillment  of  a  contract,  when  Mr. 
Thomas  Scott,  at  the  meeting  of  the  Stock  and  Bondholders, 
threatened  the  Stockholders  with  the  loss  of  their  property  if 
they  resorted  to  litigation !  Litigation !  denied  them  to  right 
themselves!  We  may  compare  this  to  the  threat  “banditti.” 

It  has  struck  my  mind  that  the  resolution  of  the  Pennsyl¬ 
vania  Railroad  Directors  last  Spring,  to  observe  a  more  “con¬ 
servative  policy  ”  in  railroading,  has  been  another  motive  for 
endeavoring  to  shake  off  the  C.  C.  &L  C. ;  but  can  the  Penn.  R. 
R.  Stockholders  afford  thus  to  get  their  10  percent,  dividends 
by  breach  of  contracts  ?  Our  position  must  be  to  compel  by 
law  the  payment  of  this  interest,  and  to  compel  this  lease  (still 
having  94  years  to  run)  to  be  faithfully  observed,  and  in  the 
meanwhile  an  outspoken  press  will  place  the  credit  of  the 
Pennsylvania  Railroad  officers  where  it  belongs.  Perhaps  if 
Bondholders  held  Texas  and  Pacific  Railroad  securities  they 
would  fare  better! 

I  am,  Sir,  yours,  &c.. 

Second  Mortgage  Bondholder, 

“  Second  Mortgage  Bondholder”  will  find  food  for  thought 
in  our  columns  of  this  issue. 

We  mean  action^  and  invite  all  Bondholders  and  Stockholders 
to  communicate  with  us. 


COL,  SCOTT’S  LETTES, 

[From  HassUrh  Financial  Report^  No.  198,  Oct.  16,  1874.] 

[copy.] 

New  York,  October  8,  1874. 
Hon.  Thomas  A.  Scott,  President  Penna.  R.  R.  Co. : 

Dear  Sir — My  client,  Mr.  Charles  W.  Hassler,  of  this  city, 
requests  me  to  state  that  the  numerous  inquiries  that  he  has 
received  from  his  correspondents  and  their  wish  to  unite  for 
prompt  and  combined  action,  impel  him  to  request  an  early 
reply  on  the  subject  of  the  guaranty  of  the  Pennsylvania  Rail- 


rights  seemed  to  strike  the  learned  judges  as  “  exceedingly  improper.” 
Query. — Was  he  aware  of  “the  standing  of  the  parties?”  Or  did  he 
know  that  the  attempt  to  “rescind”  was  made  when  the  present  Presi¬ 
dent  of  the  Pennsylvania  Railroad  was  also  President  of  the  Atlantic  and 
Pacific  ? — Ed. 


20 


toad  Company  of  the  Second  Mortgage  Bonds  of  the  Colum* 
bus,  Chicago  and  Indiana  Central  Railway  company. 

In  case  we  have  not  received  a  reply  to  our  demand  on  or 
before  Oct.  13th,  we  will  assume  that  the  Pennsvlvania  Rail- 
road  Company  refuses  to  comply  therewith. 

Very  respectfully, 

E.  L.  Andrews. 

[copy.] 

Pennsylvania  Railroad  Company,  ) 
Office  of  the  President,  / 
Philadelphia,  9th  October,  1874.  ) 

E.  L.  Andrews,  Esq.,  New  York: 

Dear  Sir — Your  letter  of  the  8th  is  at  hand.  I  am  not 
aware  that  the  Pennsylvania  Railroad  Company  have  guaran¬ 
teed  any  bonds  of  the  Col.,  Chicago,  and  Indiana  Cent.  R.  R. ; 
nor  am  I  at  all  convinced,  by  the  opinion  you  were  kind  enough 
to  send  me,  tliat  such,  or  any  other  guarantee  exists. 

The  difference  in  views  between  you  and  the  interests  I 
represent  on  this  question  I  judge  cannot  be  reconciled  by 
correspondence.  Very  respectfully,  yours, 

[Signed]  Thomas  A.  Scott,  Pres. 


Have  file  Stociiliolclers  of  tlie  Peniisylvaiiia 
Railroad  an  interest  in  tliis  matter? 

[F7'om  Hassler^s  Financial  Report^  No.  200,  Oct.  30,  1874.] 

The  Pennsylvania  Railroad  Company  cannot  afford  to  have 
its  good  name  tarnished  by  any  further  action  on  the  part  of 
its  President  looking  to  a  repudiation  of  its  contract  in  this 
matter,  and  we  are  fully  persuaded  that  it  is  only  necessary  for 
Bondholders  to  insist  xxpow  their  rights  in  order  to  obtain  them. 
This  insisting  may  have  to  be  done  through  the  instrumentality 
of  the  courts,  but  there  can  be  only  one  result  to  any  litigation 
— the  Bondholders  will  receive  their  guaranteed  interest. 

And  the  question  arises,  Can  the  Stockholders  of  the  Pennsyl¬ 
vania  Railroad  Company  afford  to  have  THEIR  interests  trifled 
with  by  this  action  of  their  officers? 


TEE  BECEIVBESHIP. 


{From  HasslePs  Financial  Report.,  No.  215,  Feb.  12,  1875.] 

C.  C.  &  1.  C. — Stockholders  and  Bondholders  are  informed 
that  we  have  printed  a  second  edition  of  our  No.  213,  and  are 
now  prepared  to  fill  orders  for  copies  of  that  number.  We  had 
printed  an  extra  large  number,  but  the  demand  has  so  far  ex¬ 
ceeded  our  expectations  that  we  have  had  the  forms  made  up 
again  and  another  edition  struck  off. 


21 


\ 


Various  rumors  have  been  circulated  within  the  past  few 
days  in  regard  to  the  appointment  of  Receivers  for  this  road. 

The  facts  seem  to  be  as  follows: 

The  trust  deed  of  the  $15, 000,000  Consolidated  First  Mort¬ 
gage  provides  that  a  sinking  fund  shall  be  established  for  the 
ultimate  payment  of  the  principal  of  the  Bonds  issued  under 
it.  Now  it  is  a  very  proper  proceeding  for  the  Trustees  of 
those  bonds  to  insist  upon  these  provisions  of  the  mortgage 
being  carried  out,  and  therefore  looking  at  the  matter  in  one 
light,  it  is  a  very  proper  proceeding  for  those  trustees  to  take  le¬ 
gal  steps  to  enforce  the  establishing  of  the  sinking  fund,  and  no 
bondholder  nor  stockholder  can  object  to  such  a  proceeding. 
And  if  the  C.  C.  &  I.  C.  Company  w^ere  the  only  parties 
against  whose  interests  such  proceedings  would  militate,  then 
the  second  mortgage  Bondholder  and  the  stockholder  might, 
with  justice,  become  alarmed,  and  fears  might  arise  that  their 
Bonds  and  stocks  would  become  worthless.  But  the  Bond¬ 
holders  and  stockholders  need  only  to  notice  the  following 
provisions  of  the  Lease  of  22d  January,  1869,  and  their  fears, 
if  any  they  had,  will  be  quieted. 

The  lease  provides: 

^‘Akticle  VIII.  In  order  to  provide  for  the  payment  or  re¬ 
demption  of  the  said  twenty  millions  ($20,000,000)  of  seven 
per  cent.  (7  per  cent.)  Bonds  of  the  party  of  the  first  part, 
secured  by  mortagages,  the  party  of  the  second  part  covenants 
and  agrees  that  they  will  provide  an  annual  Sinking  Fund,  as 
required  of  the  said  party  of  the  first  part  by  the  terms  and 
conditions  of  the  said  mortgages  therefor.  *  *  * 

“Article  XVI.  And  the  party  of  the  third  part,  for  and  in 
consideration  of  the  sum  of  one  dollar  to  it  in  hand  paid  by 
the  parties  of  the  first  and  second  parts,  the  receipt  whereof 
is  hereby  acknowledged,  and  of  the  benefits  and  advantages 
accruing  and  to  accrue  to  it  by  reason  of  the  covenants  and 
agreements  hereinbefore  recited,  by  the  said  parties  of  the  first 
and  second  parts,  to  be  done  and  performed  in  the  forming, 
maintaining,  and  operating  of  a  continuous  line  of  railway  in 
connection  wdth  the  road  or  roads  of  the  party  of  the  third 
part,  does  hereby  guaraMee  to  the  party  of  the  first  part  that 
the  party  of  the  second  part  will,  in  good  faith,  do,  keep,  and 
perform,  all  and  singular^  the  matters  and  things  which  the 
said  party  of  the  second  part  have  hereinbefore  covenanted 
and  agreed  to  do;  and  upon  any  failure  or  default  of  the  said 
party  of  the  second  part  to  keep  and  perform  any  and  all  of 
its  said  covenants  and  agreements,  that  then  the  said  party  of 
the  third  part  <n)ill^  upon  notice  to  them  in  writing  of  the  kind 
and  nature  of  such  failure  or  default,  do^  Tceep^  and  perform, 
the  same^  for  and  on  behalf  of  the  said  party  of  the  second 
part.” 

If  these  plain  words  mean  any  thing  they  mean  that  the 
Pennsylvania  Railroad  Company  must  provide  the  sinking 
fund  if  the  Pittsburg,  Cincinnati  and  St.  Louis  docs  not. 
Now  the  Pennsylvania  Railroad  Company  is  able,  we  suppose, 


22 


to  provide  the  sinking  fund,  and,  tlierefoi'e^  we  do  not  see 
that  bondholders  or  stockholders  need  have  any  fears  of  the 
appointment  of  the  Trustees  of  the  First  Mortgage  Bonds  as 
Receivers,  especially  as,  when  appointing  them,  Judge  Drum¬ 
mond  particularly  provided  that  they  are  “not  to  interfere 
with  ”  the  management  of  the  road  by  the  lessees,  but  that 
they  are  to  collect  from  the  P.,  C.  &  St.  L.,  or  “its  guaran¬ 
tor,”  the  Pennsylvania,  the  rent,  and  apply  it  to  the  payments 
of  the  debts  of  the  C.  C.  &  I.  C. 

One  of  the  prayers  in  Mr.  Hassler’s  complaint,  as  published 
in  our  No.  213,  is  as  follows: 

“.II.  That  the  defendants  be  adjudged  and  decreed  to  ac¬ 
count  for  the  administration  of  the  Trust  of,  and  concerniiig 
the  Sinking  Fund  provided  in  the  lease  between  the  Colum¬ 
bus,  Chicago  and  Indiana  Central  Railway  Company,  the 
Pittsburg,  Cincinnati  and  St.  Louis  Railway  Company,  and  the 
Pennsylvania  Railroad  Company.” 

Now,  then,  if  the  Receivers  will  collect  from  the  P.  C.  &  St. 
L.,  or  “its  guarantor”  the  Pennsylvania  Railroad,  the  sums 
called  for  by  the  terms  of  the  lease  under  which  they  are  lessee 
and  guarantor  nothing  more  can  be  desired  by  Bondholder 
or  Stockholder,  and  one  of  the  prayers  of  Mr.  Hassler’s  com¬ 
plaint  will  be  answ’ered  in  a  very  satisfactory  manner. 

Upon  the  petition  of  the  Pennsylvania  Railroad  Company 
Mr.  Hassler’s  suit  has  been  transferred  to  the  United  States 
Circuit  Court  for  the  Southern  District  of  New  York,  and  will 
come  up  for  argument  in  due  course. 

We  are  well  pleased  with  this  removal  of  the  case,  as  it  will 
enable  the  obtaining  of  a  final  decision  by  the  Supreme  Court 
of  the  United  States,  if  an  appeal  should  be  taken  by  either 
party.  And  for  our  part  we  should  be  glad  to  have  it  appealed 
in  order  that  the  chief  judicial  authority  of  our  nation  may 
again  record  its  decision  that  a  contract  is  inviolable  even 
when  entered  into  between  railroad  companies. 

If  any  one  who  thinks  the  “amended  lease,  and  contract”  is 
the  one  by  which  all  jjarties  are  still  bound  as  to  interest,  sink¬ 
ing  fund,  etc.,  considers  that  the  Pennsylvania  Railroad  is 
bound  only  by  its  terms — which  require  them  to  pay  into  the 
sinking  fund  only  if  30  per  cent,  of  the  gross  receipts  are  more 
than  equal  the  interest  payments  on — notice  the  amount — $25,- 
000,000  of  Bonds,  and  not  otherwise — allow  us  to  ask  such  an 
one  what  becomes  of  the  rights  of  an  owmer  of  the  first  mort¬ 
gage  Bonds  who  bought  them  because  of  the  sinking  fund 
provided  for  by  Article  VIII.,  and  because  of  the  guarantee  of 
the  Pennsylvania  Railroad  as  given  in  Article  XVI.  to  both 
interest  and  sinking  fund,  and  wdiich  article  the  President  of 
the  C.  C.  &  I.  C.,  when  publishing  the  “Amended  Lease,” 
January  17,  1871,  says,  “is  unaffected  by  the  amended  lease.” 
The  question  is,  and  it  recurs  continually  in  this  matter.  Can 
the  rights  of  outside  parties,  who  purchased  in  good  faith,  be 
destroyed  by  the  subsequent  changing,  or  attempted  changing 
of  the  contract  by  the  contracting  parties  ?  All  reason  is  against 


an  affirmative  answer,  and  were  we  to  quote  the  decisions  of  the 
courts  to  the  same  effect,  we  would  weary  our  readers. 

In  our  next  issue  we  will  explain  the  manner  in  which  the 
absolute  guarantee  of  the  Sinking  Fund  on  $20,000,000  of 
Bonds  was  attempted  to  be  reduced  to  a  limited  guarantee  of 
a  sinking  fund  on  $15,821,000  of  Bonds,  and  that,  too,  only 
after  80  per  cent,  of  the  gross  receipts  should  exceed  the  inter¬ 
est  payments  required  on  $25,000,000  of  Bonds. 

It  will  be  seen  that  the  First  Mortgage  Bondholders  are  not 
uninterested  parties  to  Mr.  Hassler’s  suit  for  the  enforcement 
of  the  terms  of  the  original  lease  and  for  the  cancellation  of 
the  so-called  and  pretended  amendment  thereto. 

We  have  received  communications  either  in  person  or  by 
mail,  from  hundreds  of  stock  and  bondholders,  and  will  keep 
them  advised  of  the  progress  of  events. 


HASSLER’S  WEEKLY  FINANCIAL  REPORT 

No.  209,  January  1. 

Financial  affairs  in  Congress;  text  of  the  bill  “to  provide  for 
the  resumption  of  specie  payments.*’ 

North  Carolina  State  Bonds  and  the  proposal  for  their  “  ad¬ 
justment.’’ 

Railroad  Aid  in  Congress — a  batch  of  bills. 

Earnings  of  Railroads  in  Illinois. 

Rockford,  Rock  Island  and  St.  Louis.  Oregon  Central. 

New  York,  Boston  and  Montreal.  Dutchess  and  Columbia. 

Montclair.  Gold  in  the  United  States. 

Tables  of  highest  and  lowest  prices  of  Speculative  Stocks 
monthly  for  1874  and  1873,  with  the  dav*  of  the  month. 

Tables  of  highest  and  lowest  prices  of  United  States  Bonds, 
monthly,  for  1874  and  187.3,  with  the  day  of  month. 

No.  210,  January  8. 

Columbus,  Chicago  and  Indiana  Central — An  Account  of  the 
Meeting. 

Indianapolis,  Bloomington  and  Western. 

Notice  to  North  Carolina  Creditors. 

Missouri.  Kansas  and  Texas,  and  some  peculiarites  as  to  its 
outstanding  Bonds. 

Land  Grant  Railway  and  Trust  Co.  and  the  Suit  by  i\Ir.  Leis- 
ering. 

New  York  Central  and  Hudson. 

Value  of  Foreign  Coins. 

No.  211,  January  15. 

“How  to  Resuml;.”  Mr.  Amasa  Walker  on  the  Repeal  of  the 
Legal  Tender  Clause. 

“Exceedingly  improper” — Mr.  Dent's  views  of  the  endorse¬ 
ment  upon  C.  C.  A  I.  C.  Bonds. 

Chesapeake  A  Ohio-  the  Directors’  threat. 


24 


Rockford,  Rock  Island  and  St.  Louis. 

Burlington,  Cedar  Rapids  and  Minnesota. 

Texas  and  Pacific  before  Congress. 

New  York,  New  Haven  and  Hartford. 

Gilman,  Clinton  &  Springfield — Mr.  Prince,  in  an  ‘‘exceedingly 
improper”  manner,  holds  to  his  opinion  that  there  was 
“fraud.” 

New  York  and  Oswego  Midland. — St.  Joseph  and  Denver. 
December  earnings  of  several  railroads. 

West  Wisconsin. — Boston  and  Albany. 

No.  212,  January  22. 

C.  C.  &  I.  C. — The  Pennsylvania  Railroad  olficers  are  now 
acting  in  a  “conciliatory  ”  manner! 

Railroad  Building  in  1874. 

Atlanta  and  Richmond  Air  Line. 

Toledo,  Wabash,  and  Western. 

Canada  Southern. — West  Wisconsin. 

Leavenworth,  Lawrence,  and  Galveston. 

Indianapolis,  Bloomington,  and  Western. 

No.  213,  January  2lh 

Directors — they  are  Trustees  for  Stockholders  and  Bondholders, 
and  can  be  held  to  their  accountability  as  such. 

Texas  and  Pacific — Its  Credit  Mobilier  and  its  chances  before 
Congress. 

The  text  of  Mr.  HasslePs  bill  for  the  enforcement  of  the 
guarantee  of  the  Pennsylvania  Railroad  on  C.  C.  &  I.  C. 
Bonds. 

A  correspondent’s  views  of  the  history  of  the  leasing  of  the 
C.  C.  &  1.  C. 

Peoria  and  Rock  Island.  — Receiver  appointed. 

Indianapolis,  Bloomington  and  Western. 

Pennsylvania  R.  R.  Investigation — suggestions  contained  in  it. 
Rockford,  Rock  Island  and  St.  Louis. 

Albany  and  Susquehanna. 

No.  214,  Pebruary  5. 

Can  the  people  afford  Government  aid  to  Railroads  ? 

A  sign  for  the  better  in  State  control  of  Railroads. 

Cali  for  United  States  Bonds. 

Gold  — its  rise  in  price. 

Interest  on  nominal  cost  of  Railroads — should  it  be  expected  ? 
Internal  Improvements  asked  for — if  begun,  how  much  T\'ill 
they  cost  ? 

Texas  and  Pacific — if  it  will  pay  without  Government  aid,  why 
should  it  ask  for  any  V 

No.  215,  February  12,  1875. 

Texas  &  Pacific — Prospects  of  the  lobby  pushing  the  bill 
through  this  Congress. 

Wisconsin  R.  R.  Laws — A  change  proposed. 

C.  C.  &  I.  C.  Receivership. 

Toledo,  Wabash  &  Western. 

Chicago,  Clinton  &  Dubuque. — Michigan  Central, 

Usual  Tables  of  Prices  in  each  issue. 


UNIVERSITY  OF  ILLINOIS-URBANA 


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